Common use of Board of Directors Representation Clause in Contracts

Board of Directors Representation. (a) Subject to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective upon the acceptance for payment of, and payment for, shares of Company Common Stock tendered in the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Parent representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and/or Acquisition Subsidiary (including Company Common Stock accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreement) and the denominator of which shall be the number of shares of Company Common Stock then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors of the Company and/or securing the resignations of incumbent directors. Parent and Acquisition Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves, their officers, directors and affiliates and their designees to the Board of Directors of the Company required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act. (b) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the parties shall use their respective best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent (the "Continuing Directors"); provided that in the event that the number of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any shareholders of the Company.

Board of Directors Representation. (a) Subject to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective Effective upon the acceptance for payment of, and payment for, shares of Company Common Stock tendered in any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Parent Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Acquisition Merger Subsidiary (including Company Common Stock Shares accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreementmade) and the denominator of which shall be the number of shares of Company Common Stock Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors of the Company and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Acquisition Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves, themselves and their officers, directors and affiliates required by such Section and their designees to the Board of Directors of the Company required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Actsuch Rule. (b) Following the election or appointment of Parent's designees pursuant to Section 1.3(a2.03(a) and until the Effective Time, the parties shall use their respective reasonable best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent (the "Continuing Directors"); provided that in the event that the number of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary persons to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the The approval of a majority of the Continuing Directors directors of the Company then in office who were not designated by Parent shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement or the Support Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Merger Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, Company or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any the shareholders of the Company.

Board of Directors Representation. (a) Subject to compliance with Section 14(f) Effective as of the Exchange Act date hereof, the Stockholders and Rule 14(f)-1 thereunder, effective upon the acceptance for payment of, and payment for, shares of Company Common Stock tendered in the Offer, Parent shall be entitled use their reasonable best efforts to designate such number of directors, rounded up to the next whole number, to serve on cause the Board of Directors to be comprised of five directors of whom: (i) two shall be designated by POI Acquisition (the “Acquisition Designees”); (ii) one shall be designated by QDRF (the “QDRF Designee”); (iii) one shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, president and chief executive officer of the Company Company; and (iv) one shall be an Independent Person selected by a majority of the other directors. (b) At such time as will give Parent representation on POI Acquisition shall cease to own Common Shares in an amount equal to at least 25% of the Common Shares issued and outstanding as of the Closing, POI Acquisition shall have the right to designate one Acquisition Designee rather than two Acquisition Designees pursuant to Section 2.1(a) above. At such time as POI Acquisition shall cease to own Common Shares in an amount equal to at least 10% of the Common Shares issued and outstanding as of the Closing, POI Acquisition shall cease to have the right to designate a director to the Board of Directors pursuant to Section 2.1(a) above. Upon each of the Company equal triggering events set forth in this Section 2.1(b) above, POI Acquisition shall promptly cause one of its Acquisition Designees to at least that number of directors which equals the product of (i) the total number of directors on resign from the Board of Directors (giving effect to the election of and all committees thereof. Upon any additional directors pursuant to this section) and (ii) a fractionsuch resignation, the numerator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and/or Acquisition Subsidiary (including Company Common Stock accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreement) and the denominator of which shall be the number of shares of Company Common Stock then outstanding. The Company shall, upon request of Parent, take all Stockholders will use their reasonable actions best efforts to cause Parent's designees the directors remaining in office to be elected or appointed to the Company's Board of Directors, including without limitation, increasing either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the Company and/or securing directors remaining in office. (c) At such time as QDRF shall cease to own Common Shares in an amount equal to at least 10% of the resignations Common Shares issued and outstanding as of incumbent directors. Parent and Acquisition Subsidiary will supply the Closing, QDRF shall cease to have the Company, and will be solely responsible for, all information with respect right to themselves, their officers, directors and affiliates and their designees designate a director to the Board of Directors pursuant to Section 2.1(a) above and QDRF shall promptly cause its QDRF Designee to resign from the Board of Directors and all committees thereof. Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office. (d) At such time as ▇▇. ▇▇▇▇▇▇▇▇ ceases to be the chief executive officer of the Company, he shall no longer be entitled to serve as a director pursuant to Section 2.1(a) above. Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office. (e) Each Stockholder agrees to vote, or act by written consent with respect to, any Common Shares owned directly or indirectly by it, at each annual or special meeting of stockholders of the Company required at which directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, and the Company shall use its reasonable best efforts to take all appropriate actions as are necessary, to cause the Board of Directors to be comprised of the number and type of directors specified in Section 2.1(a). In conjunction with a Listing Event and effective immediately prior to the consummation thereof, the Stockholders and the Company shall take all action necessary and appropriate to reconstitute the size and composition of the Board of Directors in accordance with the listing rules of the applicable securities exchange; provided, however, that in the case of any such reconstitution of the Board of Directors, POI Acquisition shall remain entitled pursuant to Section 14(f2.1(a) to designate the Acquisition Designees (subject to Section 2.1(b)), QDRF shall remain entitled to designate the QDRF Designee (subject to Section 2.1(c)) and Rule 14(f)-1 of the Exchange Act▇▇. ▇▇▇▇▇▇▇▇ shall remain entitled to serve as a director (subject to Section 2.1(d)). (bf) Following Until such time as POI Acquisition ceases to own Common Shares in an amount equal to at least 40% of the election or appointment Common Shares issued and outstanding as of Parent's designees pursuant the Closing, POI Acquisition shall have the right, exercisable at any time upon delivery of written notice to Section 1.3(aQDRF and the Company, to elect to cause the Board of Directors to be increased to include one additional director and designate a new director (the “Acquisition Election”). Upon making the Acquisition Election, the Stockholders (and their respective Stockholder Designees) and until the Effective Time, the parties Company shall use their respective reasonable best efforts to ensure that take all appropriate action to cause the Company's size of the Board of Directors to be increased to include a director designated by POI Acquisition. Upon making the Acquisition Election, (i) the number of Acquisition Designees set forth in Section 2.1(a)(i) shall have be increased by one and (ii) at such time as POI Acquisition shall cease to own Common Shares in an amount equal to at least two directors who are directors on the date of this Agreement and who are not officers 40% of the Company Common Shares issued and outstanding as of the Closing, POI Acquisition shall promptly cause one of its Acquisition Designees to resign from the Board of Directors and all committees thereof. Upon any such resignation, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to either decrease the size of the Board of Directors to eliminate such vacancy or affiliates cause the vacancy created thereby to be filled by a designee selected by a majority of Parent the directors remaining in office. (g) If any Stockholder entitled to designate directors hereunder requests in writing that any of its designees be removed as a director, the "Continuing Directors"); provided that other Stockholder shall vote, or act by written consent with respect to, all Common Shares owned directly or indirectly by such other Stockholder and otherwise take or cause to be taken all actions necessary to remove such director designated by such Stockholder. Unless a Stockholder shall otherwise request in writing, no other Stockholder shall take any action to cause the removal of any directors designated by such Stockholder. In the event that a vacancy is created at any time by the number death, disability, retirement, resignation or removal (with or without cause) of any director designated by a Stockholder, so long as such Stockholder has the Continuing Directors right to designate a replacement designee at such time, the Company and the other Stockholder shall use their reasonable best efforts to take all appropriate action necessary to cause the vacancy created thereby to be reduced below two for any reason whatsoever, any remaining Continuing Directors filled by the replacement designated by such Stockholder. (or the single Continuing Director, if there shall be only one remainingh) QDRF shall be entitled to designate an employee, director or officer of QDRF or its Affiliates to serve as a person who nonvoting observer to the Board of Directors (an “Observer”) at any time that QDRF owns at least 5% of the outstanding Common Shares. The Observer shall be permitted to attend all meetings of the Board of Directors. The Company shall provide the Observer, in the same manner as provided to directors, notice of such meetings and copies of all materials, financial or otherwise, which the Company provides to its directors; provided, however, that the Company may exclude the Observer from access to any materials or from any meeting, or any portion of the foregoing, if the Company reasonably believes upon advice of counsel that such exclusion is not an officer reasonably necessary to preserve the attorney-client privilege, to protect confidential or proprietary information or for other similar reasons. (i) The Company shall reimburse each Stockholder Designee and each Observer for their reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board of Directors, the board of directors of any Subsidiary of the Company or an affiliate of Parent or Acquisition Subsidiary to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any shareholders of the Companyrespective committees thereof.

Board of Directors Representation. (a) Subject Notwithstanding the rights and obligations set forth in Section 3.1, in addition to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective upon the acceptance for payment of, and payment for, shares of Company Common Stock tendered in the Offer, Parent shall such rights that may be entitled to designate such number of directors, rounded up provided to the next whole number, to serve on the Board Mubadala Investors in respect of Directors of the Company as will give Parent representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and/or Acquisition Subsidiary (including Company Common Stock accepted for payment and for which payment has been made their Existing Units pursuant to the Offer or purchased and paid for under Subscription Agreement, upon the Stockholder Agreement) occurrence of a Qualified IPO and the denominator exchange of which shall be the number Notes for Exchange Securities pursuant to Section 5.1, the IPO Entity will, at the option of shares of Company Common Stock then outstanding. The Company shallthe Mubadala Investors in their sole discretion, upon request of Parentsubject to any required regulatory approvals, take all reasonable actions to cause Parent's designees one person nominated by such Mubadala Investors (acting collectively) (the “Board Representative”) to be elected or appointed to its board of directors or, if applicable, the Company's board of directors of its general partner (the “Board of Directors, including without limitation, increasing the size ”) (which person shall be subject to satisfaction of all legal and governance requirements regarding service as a director of the Board of Directors as required by the applicable securities exchange and/or the Commission and to the reasonable approval of the Company Board of Directors’ nominating committee, if any (such approval not be unreasonably withheld or delayed)). After such appointment, for so long as the Mubadala Investors (together with any of their Affiliates) beneficially own in the aggregate directly or indirectly at least 7.5% of the Units or other common equity interests in the Issuers or Substitute Parent Entities, as the case may be, that are issued and outstanding, calculated on a fully-diluted basis, the IPO Entity will be required, subject to satisfaction of all legal and governance requirements regarding service as a director of the Board of Directors as required by the applicable securities exchange and/or securing the resignations of incumbent directors. Parent Commission and Acquisition Subsidiary will supply to the Companyreasonable approval of the Board of Director’s nominating committee, and will if any (such approval not be solely responsible forunreasonably withheld or delayed), all information with respect to themselves, their officers, directors and affiliates and their designees recommend to its equity holders the election to the Board of Directors of the Company required pursuant to Board Representative at the IPO Entity’s annual meeting, if any. If the Mubadala Investors no longer beneficially own in the aggregate (together with any of their Affiliates) the minimum number of securities specified in the prior sentence, the Mubadala Investors will have no further rights under this Section 14(f) and Rule 14(f)-1 3.2 and, at the written request of the Exchange ActBoard of Directors, shall use all reasonable efforts to cause the Board Representative to resign from the Board of Directors as promptly as possible thereafter. (b) Following At each annual meeting of the equity holders of the IPO Entity, if any, and at each special meeting of the equity holders of the IPO Entity called for the purpose of electing directors of the IPO Entity, if any, and at any time at which the equity holders of the IPO Entity shall have the right to vote for or consent in writing to the election of directors of the IPO Entity, then, and in each such event, each Carlyle Parent Entity its successors and Affiliates shall vote all of the IPO Entity Equity Securities owned by it for, or appointment of Parent's designees pursuant consent in writing with respect to Section 1.3(a) and until the Effective Timesuch securities in favor of, the parties election of the Board Representative. (c) Subject to paragraph (a) above, the Mubadala Investors (acting collectively) shall use their respective best efforts have the power to ensure that designate the Company's Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director, subject to satisfaction of all legal and governance requirements regarding service as a director of the Board of Directors shall have at least two directors who are directors on as required by the date of this Agreement applicable securities exchange and/or the Commission and who are not officers to the reasonable approval of the Company or affiliates of Parent (the "Continuing Directors"); provided that in the event that the number nominating committee, if any, of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Board of Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is such approval not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election unreasonably withheld or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any shareholders of the Companydelayed).

Board of Directors Representation. (a) Subject to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective Effective upon the --------------------------------- acceptance for payment of, and payment for, shares of Company Common Stock tendered in any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Parent Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Acquisition Merger Subsidiary (including Company Common Stock Shares accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreementmade) and the denominator of which shall be the number of shares of Company Common Stock Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors of the Company and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Acquisition Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves, themselves and their officers, directors and affiliates required by such Section and their designees to the Board of Directors of the Company required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Actsuch Rule. (b) Following the election or appointment of Parent's designees pursuant to Section 1.3(a2.03(a) and until the Effective Time, the parties shall use their respective reasonable best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent (the "Continuing ---------- Directors"); provided that in the event that the number of the Continuing --------- -------- Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary persons to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the The approval of a majority of the Continuing Directors directors of the Company then in office who were not designated by Parent shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement or the Support Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Merger Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, Company or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any the shareholders of the Company.

Board of Directors Representation. (a) Subject to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective Effective upon the acceptance for payment of, and payment for, shares of Company Common Stock tendered in any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Parent Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Acquisition Merger Subsidiary (including Company Common Stock Shares accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreementmade) and the denominator of which shall be the number of shares of Company Common Stock Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors of the Company and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Acquisition Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves, themselves and their officers, directors and affiliates required by such Section and their designees to the Board of Directors of the Company required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Actsuch Rule. (b) Following the election or appointment of Parent's designees pursuant to Section 1.3(a2.03(a) and until the Effective Time, the parties shall use their respective reasonable best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent (the "Continuing DirectorsCONTINUING DIRECTORS"); provided PROVIDED that in the event that the number of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary persons to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the The approval of a majority of the Continuing Directors directors of the Company then in office who were not designated by Parent shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement or the Support Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Merger Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, Company or (v) any amendment to the Company's articles of incorporation or by-by- laws that adversely affects any the shareholders of the Company.

Board of Directors Representation. (a) Subject to compliance During the Effective Period, for so long as the Buyer Parties, together with Section 14(f) their Controlled Affiliates, collectively Beneficially Own shares of Common Stock representing at least 9.9% of the Exchange Act Total Voting Power, (i) the number of Directors constituting the Board of Directors shall remain fixed at nine Directors and Rule 14(f)-1 thereunder, effective upon (ii) the acceptance Buyer Parties shall have the right to nominate one Stockholder Nominee for payment of, and payment for, shares every 9.9% of Company Common Stock tendered in the Offer, Parent Total Voting Power Beneficially Owned by the Buyer Parties; provided that the total number of Stockholder Nominees that the Buyer Parties shall be entitled to designate such nominate shall be limited to five out of a total of nine Directors following the date of this Agreement unless the Buyer Parties shall have acquired more Common Stock following the date of this Agreement. The maximum number of directorsStockholder Nominees that the Buyer Parties shall be entitled to nominate hereunder shall be six out of a total of nine Directors. So long as the Buyer Parties’ Total Voting Power is equal to or greater than (1) 9.9%, rounded up the Buyer Parties shall collectively have the right to nominate one (1) Stockholder Nominee, (2) 19.8%, the Buyer Parties shall collectively have the right to nominate two (2) Stockholder Nominees, (3) 29.7%, the Buyer Parties shall collectively have the right to nominate three (3) Stockholder Nominees, (4) 39.6%, the Buyer Parties shall collectively have the right to nominate four (4) Stockholder Nominees, (5) 49.5%, the Buyer Parties shall collectively have the right to nominate five (5) Stockholder Nominees, and (6) 59.4% as a result of additional purchases of Common Stock following the date of this Agreement, the Buyer Parties shall collectively have the right to nominate six (6) Stockholder Nominees (in each such case, less the number of Stockholder Nominees, if any, that are then serving as a Directors) in accordance with the terms and subject to the next whole numberconditions set forth in this Agreement. (b) Each Stockholder Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board of Directors and shall conform with the Company’s director-nominee criteria and qualifications specified in its Nominating and Governance Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s corporate governance policies and procedures (each such Stockholder Nominee satisfying the requirement set forth above, an “Eligible Stockholder Nominee”). For so long as the Buyer is the record holder of the Common Stock that is Beneficially Owned by the Buyer Principals and their Controlled Affiliates, the Buyer Principals shall exercise their rights under this Section 4.1 through the Buyer. If the Buyer Principals cause the Buyer to distribute the Common Stock such that the Buyer ceases to be the record holder of the Common Stock that is Beneficially Owned by the Buyer Principals and their Controlled Affiliates, the Buyer Parties shall promptly designate a single Buyer Party to be the representative of the Buyer Parties for all purposes under this Article IV (such representative, the “BP Representative”) and provide written notice of such appointment to the Company. The Company shall be entitled to rely on any instructions received from the BP Representative, without any investigation or inquiry, as having been taken or not taken upon the authority of the Buyer Parties, and shall not be required to take instructions from any other Buyer Party once a BP Representative has been appointed. In the event of the death, resignation, incapacity or removal of the BP Representative, the Buyer Parties shall promptly appoint a replacement BP Representative and provide written notice of such appointment to the Company. (c) During the Effective Period, so long as the Buyer Parties’ Total Voting Power is less than 29.7%, the Buyer Parties shall have no obligation to appoint any “independent directors” (as such term is defined in Rule 5605 of the Nasdaq Listing Rules, an “Independent Director”). So long as Buyer Parties’ Total Voting Power is equal to or greater than: (i) 29.7% but is less than 39.6%, the Buyer Parties shall be obligated to nominate one (1) Independent Director; (ii) 39.6% but is less than 49.5%, the Buyer Parties shall be obligated to nominate two (2) Independent Directors; and (iii) 49.5%, the Buyer Parties shall be obligated to nominate three (3) Independent Directors. (d) During the Effective Period, so long as the Buyer Parties’ Total Voting Power is equal to or greater than 19.8%, the Buyer Parties shall have the right to appoint at least one (1) Eligible Stockholder Nominee to each of the Audit Committee, Compensation Committee and the Nominating and Governance Committee and any other committees of the Board of Directors formed after the date of this Agreement, provided, that such Eligible Stockholder Nominee shall qualify as an Independent Director. The Company shall, to serve the fullest extent permitted by Applicable Law, use its best efforts to appoint at least one Eligible Stockholder Nominee to each committee of the Board of Directors in accordance with the foregoing sentence. During the Effective Period, the Company and the Board of Directors shall cause the Audit Committee, Nominating and Governance Committee and the Compensation Committee to be comprised of three (3) Directors, including at least one Eligible Stockholder Nominee as required in accordance with this Section 4.1. (e) In furtherance of the foregoing, during the Effective Period, the Company shall, with respect to each Eligible Stockholder Nominee nominated for election at any meeting of the Company’s stockholders at which Directors are to be elected, including his or her name in any proxy materials prepared by or on behalf of the Company and recommending that the stockholders of the Company vote to elect such Eligible Stockholder Nominee as a Director of the Company. (f) In the event that a vacancy is created on the Board of Directors at any time during the Effective Period due to the death, disability, retirement, resignation or removal of any Stockholder Nominee, then the Company as will give Parent representation Buyer Parties shall have the right to nominate an individual to fill such vacancy, which individual shall be an Eligible Stockholder Nominee. (g) During the Effective Period, if at any time the Buyer Parties and their respective Controlled Affiliates cease to Beneficially Own shares of Common Stock commensurate with the number of Stockholder Nominees provided for in Section 4.1(a) above such that there are too many Stockholder Nominees on the Board of Directors in relation to the Total Voting Power then Beneficially Owned by the Buyer Parties and their Controlled Affiliates, then the Buyer Parties promptly shall cause such excess Stockholder Nominees to resign from the Board of Directors. (h) The Buyer Parties shall obtain from each Stockholder Nominee elected by the stockholders of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on or appointed by the Board of Directors (giving effect to fill a vacancy in the election Board an irrevocable written resignation from the Board of Directors, binding in accordance with Applicable Law and the Company’s Bylaws, to be released by the Buyer Parties in the event that any additional directors Stockholder Nominee refuses to promptly resign from the Board when required to do so pursuant to Section 4.1(g) hereof. (i) The Buyer Parties shall be entitled to assign their respective rights under this sectionSection 4.1 to any Person in connection with a Transfer to such Person in accordance with the terms of this Agreement of shares of Common Stock representing at least 9.9% of the Total Voting Power; provided that in no event shall such person be entitled to nominate more than one Stockholder Nominee for each 9.9% of the Total Voting Power acquired by such Person from the Buyer Parties. (j) Effective as of the date of this Agreement, the Board of Directors shall (i) amend Section 5.8 of the Bylaws to provide for two Co-Chairpersons of the Board (the “Co-Chairpersons”) and (ii) a fractionuse its best efforts to appoint Song and ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) as Co-Chairpersons. During the Effective Period, the numerator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and/or Acquisition Subsidiary (including Company Common Stock accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreement) and the denominator of which shall be the number of shares of Company Common Stock then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees if at any time ▇▇▇▇▇▇ ceases to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size a member of the Board of Directors other than as a result of a breach of this Agreement by any of the Buyer Parties, the Board of Directors shall promptly (i) amend Section 5.8 of the Bylaws to provide for a single Chairperson and (ii) appoint Song (or such other Stockholder Nominee as designated by the Buyer Parties) as Chairperson. (k) The Company and/or securing shall enter into indemnification agreements and maintain Directors and Officers liability insurance for the resignations benefit of incumbent directors. Parent and Acquisition Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves, their officers, directors and affiliates and their designees each Stockholder Nominee elected to the Board of Directors with respect to all periods during which such Stockholder Nominee is a Director, on terms, conditions and amounts substantially similar to the terms, conditions and amounts of the Company’s current Directors and Officers liability insurance policy (as the same may be modified and/or replaced from time to time in accordance with the terms set forth in the Stockholders’ Agreement), and shall use commercially reasonable efforts to cause such indemnification and insurance to be maintained in full force and effect. The Company required pursuant shall provide such Stockholder Nominee with all benefits (including all fees and entitlements) on substantially the same terms and conditions as are provided to Section 14(f) and Rule 14(f)-1 other members of the Exchange Act. (b) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the parties shall use their respective best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent (the "Continuing Directors"); provided that in the event that the number of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing Director, if there shall be only one remaining) shall be entitled to designate a person who is not an officer of the Company or an affiliate of Parent or Acquisition Subsidiary to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any shareholders of the Companyperforming similar roles.

Board of Directors Representation. (a) The Board of Directors shall initially be comprised of eight directors of whom: (i) five shall be designated by the KKR Group (the "KKR Designees"), with each of KKR 1996, KKR Millennium and KKR European having the right to separately designate not less than one such director; (ii) two shall be designated by the DLJ Group (the "DLJ Designees") for so long as the DLJ Group owns at least 10% of the outstanding Common Shares (subject to Section 2.5); and (iii) one director shall be the Chief Executive Officer of the Company in office from time to time (the "CEO Designee"). (b) Each DLJ Designee shall be an employee, director or officer of DLJ Merchant Banking III, Inc. or its Affiliates or a consultant to DLJ Merchant Banking III, Inc. or its Affiliates who is not a consultant to any other financial sponsor and who spends substantially all of his or her time consulting for DLJ Merchant Banking III, Inc. and its Affiliates (▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ to serve as the initial DLJ Designees). The DLJ Group shall not designate any other DLJ Designee without the prior written approval of such designee by the KKR Group, which approval shall not be unreasonably withheld. Subject to compliance with Section 14(f) 2.5, at such time as the DLJ Group shall cease to own at least 10% of the Exchange Act and Rule 14(f)-1 thereunder, effective upon outstanding Common Shares the acceptance for payment of, and payment for, shares of Company Common Stock tendered in DLJ Group shall cease to have the Offer, Parent shall be entitled right to designate such number of directors, rounded up any directors to the next whole number, to serve on the Board of Directors or the board of directors of any Subsidiary of the Company as will give Parent representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and/or Acquisition Subsidiary (including Company Common Stock accepted for payment and for which payment has been made pursuant to the Offer or purchased and paid for under the Stockholder Agreement) and the denominator of which DLJ Group shall be promptly cause all DLJ Designees to resign from the number of shares of Company Common Stock then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitationall committees thereof and the boards of directors of all subsidiaries of the Company and all committees thereof. Upon any such resignation, increasing the directors remaining in office shall either decrease the size of the Board of Directors to eliminate such vacancy or cause the vacancy created thereby to be filled by a designee selected by a majority of the directors remaining in office. (c) The CEO Designee shall serve as the chairman of the Board of Directors. (d) Each Stockholder agrees to vote, or act by written consent with respect to, any Common Shares owned by it, at each annual or special meeting of stockholders of the Company and/or securing at which directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, and the resignations Company shall take all actions as are necessary, to cause the Board of incumbent directorsDirectors to be comprised of the number and type of directors specified in Section 2.1(a). Parent and Acquisition Subsidiary will supply Notwithstanding the foregoing or anything to the Companycontrary in this Agreement, in conjunction with an Initial Public Offering and will effective as of the consummation thereof, the Stockholders and the Company shall take all action necessary to reconstitute the size and composition of the Board of Directors in accordance with the recommendation of the Board of Directors subject to compliance with applicable law and the listing rules of the applicable securities exchange; provided, however, that in the case of any such reconstitution of the Board of Directors, the DLJ Group shall be solely responsible for, all information with respect entitled to themselves, their officers, directors and affiliates and their designees appoint one DLJ Designee to the Board of Directors for so long as the DLJ Group owns at least 10% of the Company required pursuant outstanding Common Shares (after giving effect to Section 14(f) and Rule 14(f)-1 of the Exchange ActInitial Public Offering). (be) Following If any member of a Stockholder Group entitled to designate directors hereunder requests in writing that any of its designees be removed as a director, the election other members of such Stockholder Group and the other Stockholder Group shall vote, or appointment act by written consent with respect to, all Common Shares owned by such other members and such other Stockholder Group and otherwise take or cause to be taken all actions necessary to remove such director designated by such member of Parent's designees a Stockholder Group. Unless a member of a Stockholder Group shall otherwise request in writing, neither the Company nor the other members of such Stockholder Group nor the other Stockholder Group shall take any action to cause the removal of any directors designated by such member of a Stockholder Group. In the event that a vacancy is created at any time by the death, disability, retirement, resignation (other than pursuant to the last sentence of Section 1.3(a2.1(b)) or removal (with or without cause) of any director designated by a member of a Stockholder Group, so long as such member and until such Stockholder Group have the Effective Timeright to designate a replacement designee at such time, the parties Company and the other members of such Stockholder Group and the other Stockholders Group shall use their respective best efforts take all action necessary to ensure that cause the Company's Board vacancy created thereby to be filled by the replacement designated by such member of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or affiliates of Parent a Stockholder Group. (the "Continuing Directors"); provided that in f) In the event that the number KKR Group shall have a designee serving on the board of directors of any direct or indirect Subsidiary of the Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or the single Continuing DirectorCompany, if there and for so long as the DLJ Group has the right to designate a director to the Board of Directors pursuant to this Section 2.1, the DLJ Group shall be only have the right to designate one remainingof the DLJ Designees to such board of directors. (g) In the event the DLJ Group is not entitled to designate any directors to the Board of Directors pursuant to this Section 2.1, the DLJ Group shall be entitled to designate an employee, director or officer of DLJ Merchant Banking III, Inc. or its Affiliates to serve as a person who nonvoting observer to the Board of Directors and any committee of the Board of Directors (an "Observer") at any time that the DLJ Group owns at least 1% of the outstanding Common Shares. The DLJ Group shall not designate an Observer without the prior written approval of such designee by the KKR Group, which approval shall not be unreasonably withheld. The Observer shall be permitted to attend all meetings of the Board of Directors and the committees thereof. The Company shall provide the Observer, in the same manner as provided to directors, notice of such meetings and copies of all materials, financial or otherwise, which the Company provides to its directors; provided, however, that the Company may exclude the Observer from access to any materials or from any meeting, or any portion of the foregoing, if the Company reasonably believes upon advice of counsel that such exclusion is not reasonably necessary to preserve the attorney-client privilege, to protect confidential or proprietary information or for other similar reasons. DLJ's rights under this Section 2.1(g) shall terminate upon the consummation of an officer Initial Public Offering. (h) The Company shall reimburse each Stockholder Designee and each Observer for their reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board of Directors, the board of directors of any Subsidiary of the Company or an affiliate of Parent or Acquisition Subsidiary to fill such vacancies and who shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension of time for performance of any obligation of or action by Parent or Acquisition Subsidiary hereunder, (iv) any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, or (v) any amendment to the Company's articles of incorporation or by-laws that adversely affects any shareholders of the Companyrespective committees thereof.